YZi Labs targets CEA Industries Inc. (BNC) board with consent campaign

Rhea-AI Filing Summary

CEA Industries Inc. is the target of a consent solicitation led by YZi Labs Management Ltd. and associated participants, who seek written stockholder consents to expand the Board of Directors and elect their nominees using a WHITE consent card.

YZi Labs Management directly beneficially owns 2,150,481 shares of common stock and holds warrants underlying an additional 7,750,510 pre-funded, 9,900,991 stapled and 3,564,359 strategic advisor warrant shares, all subject to a 4.99% beneficial ownership limitation that currently prevents exercise within 60 days. As of the same date, Jiajin He may be deemed to beneficially own 2,099,644 shares, including 1,188,120 underlying stapled warrants, while Alex Odagiu may be deemed to beneficially own 4,918 shares; the other named participants report no beneficial ownership.

Insights

Corporate governance & activism analyst

Activist group launches consent drive to reshape CEA Industries’ board.

This disclosure outlines a consent solicitation by YZi Labs Management Ltd. and several individuals seeking to expand the CEA Industries Inc. board and install their nominees. Instead of a traditional shareholder meeting, they are using written consents, supported by a preliminary consent statement and a WHITE consent card.

The filing details YZi Labs Management’s stake: 2,150,481 common shares plus warrants for additional common stock that are constrained by a 4.99% beneficial ownership limitation, meaning those warrants are not currently exercisable within 60 days. Other proposed nominees hold either modest stakes or none, which may influence how other investors view alignment and influence.

The group emphasizes that the consent materials will be available on the SEC’s website and on request, so subsequent documents, including any final consent statement and company responses, will provide more clarity on the competing visions for the company’s governance.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

CEA INDUSTRIES INC.

(Name of Registrant as Specified In Its Charter)

YZILABS MANAGEMENT LTD.

CHANGPENG ZHAO

Max S. Baucus

DAVID J. CHAPMAN

TERESA MARIE GOODY GUILLÉN

JIAJIN “JANE” HE

ALEX ODAGIU

MATTHEW ROSZAK

LING “ELLA” ZHANG

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein, has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (the “SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

Item 1: On the evening of January 12, 2026, YZi Labs Management posted the following materials to social media:

 

Item 2: Also on the evening of January 12, 2026, Ella Zhang posted the following materials to social media:

Item 3: On January 13, 2026, Changpeng Zhao posted the following materials to social media:

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein (collectively, “YZi Labs”), has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

YZI LABS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS, INCLUDING A WHITE CONSENT CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the consent solicitation are expected to be YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang (collectively, the “Participants”).

As of the date hereof, YZi Labs Management directly beneficially owns 2,150,481 shares of common stock, par value $0.00001 per share (the “Common Stock”). As of the date hereof, YZi Labs Management holds (i) 7,750,510 shares of Common Stock underlying certain Pre-Funded Warrants (the “Pre-Funded Warrants”), (ii) 9,900,991 shares of Common Stock underlying certain Stapled Warrants (the “Stapled Warrants”) and (iii) 3,564,359 shares of Common Stock underlying certain Strategic Advisor Warrants (the “Strategic Advisor Warrants”). Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide that, or the holder has elected that, the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the Company’s then outstanding shares of Common Stock (the “Beneficial Ownership Limitations”). As of the date hereof, none of YZi Labs Management’s Pre-Funded Warrants, Stapled Warrants or Strategic Advisor Warrants are currently exercisable, and are not expected within 60 days to be exercisable due to the Beneficial Ownership Limitations. Mr. Zhao, as the sole director of YZi Labs Management, may be deemed the beneficial owner of the 2,150,481 shares of Common Stock directly owned by YZi Labs. As of the date hereof, Ms. He may be deemed to beneficially own 2,099,644 shares of Common Stock, including 1,188,120 shares of Common Stock underlying certain Stapled Warrants, and Mr. Odagiu may be deemed to beneficially own 4,918 shares of Common Stock. As of the date hereof, each of Messrs. Baucus, Chapman and Roszak, and Mses. Goody Guillen and Zhang do not beneficially own any shares of Common Stock.

FAQ

What is YZi Labs Management seeking at CEA Industries Inc. (BNC)?

YZi Labs Management and associated participants are soliciting stockholder written consents to expand the size of the Board of Directors of CEA Industries Inc. and elect certain persons they have nominated to the board.

How many CEA Industries shares does YZi Labs Management beneficially own?

As of the stated date, YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock, par value $0.00001 per share.

What additional CEA Industries securities are held through warrants by YZi Labs Management?

YZi Labs Management holds 7,750,510 shares of common stock underlying Pre-Funded Warrants, 9,900,991 shares underlying Stapled Warrants and 3,564,359 shares underlying Strategic Advisor Warrants, all subject to a 4.99% beneficial ownership limitation.

What is the 4.99% Beneficial Ownership Limitation mentioned in the filing?

Each of the Pre-Funded, Stapled and Strategic Advisor Warrants either provides, or the holder has elected, that they cannot be exercised to the extent doing so would cause the holder and certain affiliates to be deemed to beneficially own more than 4.99% of CEA Industries’ then outstanding common stock under Section 13(d) of the Exchange Act.

Are YZi Labs Management’s warrants currently exercisable?

The filing states that, as of the relevant date, none of YZi Labs Management’s Pre-Funded, Stapled or Strategic Advisor Warrants are currently exercisable and are not expected to be exercisable within 60 days because of the 4.99% beneficial ownership limitation.

Which other participants in the YZi Labs group hold CEA Industries shares?

As of the stated date, Jiajin He may be deemed to beneficially own 2,099,644 shares of common stock, including 1,188,120 shares underlying Stapled Warrants, and Alex Odagiu may be deemed to beneficially own 4,918 shares. The filing notes that Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené and Ling Zhang do not beneficially own any common shares.

Where can CEA Industries stockholders find the full consent materials from YZi Labs?

The participants state that the consent statement and related materials, including the WHITE consent card, will be available at no charge on the SEC’s website at http://www.sec.gov, and copies will also be provided without charge upon request when available.